Trade Secrets, Proprietary and Confidential Information. Employee will have access to, and contact with certain trade secrets and confidential and proprietary information of Xxxxxx, including, without limitation, unique skills, concepts, sales presentations, marketing programs, marketing strategy, business practices, methods of operation, systems, sales methods, proposals, customer lists, customer leads, documents identifying past, present and future customers, hiring and training methods, financial and other customer data, lists of agents, and other confidential information (“Trade Secrets”). Employee agrees to protect and safeguard the Trade Secrets, business practices, and confidential and proprietary information of Xxxxxx. Employee further agrees and covenants that, except as may be required by Xxxxxx in connection with this Agreement, or with the prior written consent of Xxxxxx, Employee will not, either during his or her employment with Xxxxxx or thereafter, directly or indirectly, use for Employee's own benefit or for the benefit of another, disclose, disseminate, or distribute to another, any Trade Secret, business practice, or confidential or proprietary information (whether or not acquired, learned, obtained, or developed by Employee alone or in conjunction with others) of Xxxxxx or of others with whom Xxxxxx has a business relationship. Such Trade Secrets, business practices, and confidential and proprietary information include, but are not limited to, Xxxxxx’x patents, trademarks, licenses, and technical information concerning its operations, data bases, Xxxxxx’x sales information and marketing strategy, the identities of Xxxxxx’x customers, contractors, suppliers, and others with whom Xxxxxx has a business relationship, Xxxxxx’x arrangements with such parties, Xxxxxx’x customer lists and Xxxxxx’x pricing policies and strategy. All memoranda, notes, records, drawings, documents, or other writings whatsoever made, compiled, acquired, or received by Employee during the term of Employee’s employment with Xxxxxx, arising out of, in connection with, or related to any activity or business of Xxxxxx, including, but not limited to, Xxxxxx’x customers, contractors, suppliers, or others with whom Xxxxxx has a business relationship, Xxxxxx’x arrangements with such parties, and Xxxxxx’x pricing policies and strategy, are, and will continue to be, the sole and exclusive property of Xxxxxx, and will, together with all copies thereof and all advertising literature, be returned and delivered to Xxxxxx by Employee im...
Trade Secrets, Proprietary and Confidential Information. It is understood that during the course of this engagement, the Association will have access to and become familiar with certain trade secrets, proprietary and confidential information of Company (the "Confidential Information") which includes, by way of illustration and not by way of limitation (i) lists containing the names of past, present and prospective accounts, customers, employees, principals and suppliers; (ii) the past, present and prospective methods, procedures and techniques utilized in identifying prospective referral sources, patients, customers and suppliers and in soliciting the business thereof; (iii) the past, present and prospective methods, procedures and techniques used in the operation of Company's businesses, including the methods, procedures and techniques utilized in marketing, pricing, applying and delivering Company's occupational health products and services; and (iv) compilations of information, records and processes which are owned by Company and/or which are used in the operation of the business of Company or Association, including, without limitation, computer software programs.
Trade Secrets, Proprietary and Confidential Information. It is understood that during the course of this engagement, PA, on its own behalf and as agent of the PCs, will have access to and become familiar with certain management information systems and other trade secrets and proprietary and confidential information of Manager (the “Confidential Information”) which includes, by way of illustration, and not by way of limitation, (a) lists containing the names of past, present and prospective accounts, vendors, customers, employees, Members and suppliers; (b) the past, present and prospective methods, procedures and techniques utilized in identifying prospective referral sources, vendors and suppliers and in soliciting the business thereof; (c) the past, present and prospective methods, procedures and techniques used in the conduct of Manager’s operations, including the methods, procedures and techniques utilized in marketing, applying and delivering Manager’s services; and (d) compilations of information, records and processes which are owned by Manager or which are used in the conduct of Manager’s operations, including, without limitation, computer software programs. Confidential Information shall be used only in furtherance of PA’s or a PC’s business by Manager and not for any other purpose unless authorized in writing by Manager.
Trade Secrets, Proprietary and Confidential Information. It is understood that during the course of this engagement, the Corporation will have access to and become familiar with certain management information systems and other trade secrets and proprietary and confidential information of the Association (the "Confidential Information") that includes, by way of illustration, and not by way of limitation, (i) lists containing the names of past, present and prospective accounts, customers, employees, principals and suppliers; (ii) the past, present and prospective methods, procedures and techniques utilized in identifying prospective referral sources, patients, customers and suppliers and in soliciting the business thereof; (iii) the past, present and prospective methods, procedures and techniques used in the operation of the Association's urgent care medical products and services, including the methods, procedures and techniques utilized in marketing, pricing, applying and delivering the Association's health products and services; and (iv) compilations of information, records and processes that are owned by the Association and/or that are used in the operation of the business of the Corporation or the Association, including, without limitation, computer software programs. Confidential Information shall be used only in furtherance of the business of the Corporation and not for any other purpose unless authorized in writing by the Association.
Trade Secrets, Proprietary and Confidential Information. 7.3.1 Executive recognizes that his position with the Company is one of the highest trust and confidence by reason of Executive's access to and contact with trade secrets and confidential and proprietary information of the Company.
7.3.2 Executive shall use his best efforts and exercise utmost diligence to protect and safeguard and keep confidential the trade secrets and confidential and proprietary information of the Company.
7.3.3 Executive covenants that while he is an employee of the Company and thereafter, he will not disclose, disseminate or distribute to another, nor induce any other person to disclose, disseminate, or distribute, any trade secret or proprietary or confidential information of the Company, directly or indirectly, either for Executive's own benefit or for the benefit of another, whether or not acquired, learned, obtained or developed by Executive, or use or cause to be used, any trade secret, proprietary or confidential information in any way except as is required in the course of his employment with the Company.
7.3.4 All trade secrets and confidential and proprietary information relating to the business of the Company whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of the Company and shall not, except in the furtherance of the business of the Company, be removed from the premises of the Company under any circumstances whatsoever without the prior written consent of the Company.
7.3.5 Executive hereby assigns to the Company all his right, title and interest in any and all inventions, discoveries, improvements, ideas, computer or other apparatus programs and related documentation, and other works of authorship (hereinafter each designated "Intellectual Property") which he develops, makes, creates or conceives of in connection with his employment by the Company.
7.3.6 Executive will, without charge to Company, but at its expense, execute a specific assignment of title to the Company to secure a patent, copyright or other form of protection for said Intellectual Property anywhere in the world.
Trade Secrets, Proprietary and Confidential Information. As an expressed condition of your employment with SERENA, you agree to execute confidentiality agreements as requested by SERENA, including, but not limited to, SERENA's Employee Proprietary Agreement as it is from time to time amended. You further agree that any trade secrets, proprietary and confidential information acquired by you during the course of your employment is both confidential and essential to SERENA's business. You agree that you will not utilize or reveal such information to others, either during the life of this Agreement or at any time thereafter, except where such use and disclosure is necessary for the performance of your duties and responsibilities in the Position or authorized in writing by SERENA. You further recognize that SERENA's work force constitutes an important and vital aspect to its business. You agree, therefore, that for a period of one year following the termination of this Agreement for any reason whatsoever, you shall not solicit any of SERENA's then current employees to terminate their employment with SERENA and to become employed by any firm, company, or other business enterprise with which you may then be connected.
Trade Secrets, Proprietary and Confidential Information. During his employment with PGE, Employee has had and will continue to have access to confidential and proprietary PGE information. Employee acknowledges that he has kept all such information in confidence to date, other than such disclosures or use as may have been necessary in the ordinary course and scope of his prior employment with PGE. As an express condition of continued employment with PGE, Employee agrees to sign such confidentiality and nondisclosure agreements as may be requested by PGE from time to time which will be deemed effective as of the date of Employee's initial employment with PGE. Except where necessary for the performance of his duties hereunder, Employee will preserve as confidential and will not xxx or disclose any confidential or proprietary PGE information at any time. Following termination of employment with PGE, Employee shall return all documents and other materials containing confidential or proprietary PGE information.
Trade Secrets, Proprietary and Confidential Information. (a) The Employee hereby undertakes to keep the terms hereof strictly confidential and not to disclose them to any third party unless required by law or any court or governmental authority. The termination of the Employment Agreement pursuant to the terms hereof shall not relieve the Employee from his obligation to keep confidential any confidential and/or non-public information pertaining to the Company and/or its affiliates and/or their activities that has been disclosed and/or became known to his during the term of the Employment Agreement.
(b) The Employee acknowledges that he continues to be bound by the terms of the Honeywell Employee Agreement Relating to Trade Secrets, Proprietary and Confidential Information signed on September 22, 2015 by the Employee, subject to all references to Honeywell entities applying to Xxxxxxx Motion group companies with effect from October 1, 2018. Clauses 9 and 10 of the above-named Trade Secrets, Proprietary and Confidential Information Agreement shall be superseded by the relevant provisions contained in Annexe 1 to this Agreement.
(c) In case of breach of the above undertakings, the Employee shall pay to the Company liquidated damages in the amount of CHF 10’000 for each instance of violation; for the avoidance of doubt, claim for additional damages incurred by the Company is reserved. The payment of liquidated damages shall not discharge the Employee from complying with these undertakings.
Trade Secrets, Proprietary and Confidential Information. IntegraMed hereby acknowledges that it shall have access to and become familiar with certain management information systems, trade secrets, and proprietary and confidential information of IVP, as described and scheduled on Exhibit 12.2 ("Confidential Information"). IntegraMed hereby acknowledges IVP's exclusive ownership of Confidential Information and agrees not to use or disclose such Confidential Information without the prior written consent of IVP, which consent may be withheld by IVP in its sole and absolute discretion. IntegraMed shall not photocopy or otherwise duplicate any Confidential Information of another party without the prior express written consent of the such other party except as is required to perform services under this Agreement. All such Confidential Information shall remain the exclusive property of IVP and shall be returned to the proprietor immediately upon any termination of this Agreement.
Trade Secrets, Proprietary and Confidential Information. Consultant and Xxxxxx recognizes that their position with the Company is one of the highest trust and confidence by reason of Consultant's and Xxxxxx'x access to and contact with trade secrets and confidential and proprietary information of the Company. Consultant and Xxxxxx shall use their best efforts and exercise utmost diligence to protect and safeguard the trade secrets and confidential and proprietary information of the Company. Consultant and Xxxxxx covenant that during the term of this Agreement and thereafter, they will not disclose, disseminate or distribute to another, nor induce any other person to disclose, disseminate, or distribute, any trade secret or proprietary or confidential information of the Company, directly or indirectly, for Consultant's or Xxxxxx'x own benefit or for the benefit of another, whether or not acquired, learned, obtained or developed by Consultant or Xxxxxx use or cause to be used, any trade secret, proprietary or confidential information in any way except as is required in the course of the services to the Company hereunder. The foregoing shall not apply to information which becomes public or other than as a result of the prohibited acts of Consultant or Xxxxxx. All confidential information relating to the business of the Company, whether prepared by Consultant or Xxxxxx or otherwise coming into its or his possession, shall remain the exclusive property of the Company and shall not, except in the good faith furtherance of the business of the Company, be removed from the premises of the Company under any circumstances whatsoever without the prior written consent of the Company.
